2003 Stock Incentive Plan for Employees of Honeywell International Inc. and its Affiliates Restricted Unit Agreement

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EXHIBIT 10.21

2003 Stock Incentive Plan

for Employees

of Honeywell International Inc. and its Affiliates

Restricted Unit Agreement

RESTRICTED UNIT AGREEMENT made in Morris Township, New Jersey, as of

the ____ day of ___________ (the "Date of Grant"), between Honeywell

International Inc. (the "Company") and _________________ (the "Employee").

1. Grant of Award. The Company has granted you ______ Restricted Units,

subject to the provisions of this Agreement. The Company will hold the

Restricted Units in a bookkeeping account on your behalf until they

become payable or are forfeited or cancelled.

2. Payment Amount. Each Restricted Unit represents one (1) Share of Common

Stock. Except as otherwise determined by the Management Development and

Compensation Committee (the "Committee"), in its sole discretion, you

will be paid a Dividend Equivalent in an amount equal to any cash or

stock dividends paid by the Company upon one Share of Common Stock for

each Restricted Unit credited to your account.

3. Vesting. Except in the event of your Full Retirement, death,

Disability, or a Change in Control, or as otherwise provided in this

Agreement, the restrictions on the Restricted Units will lapse

incrementally as follows: __________________________ (vesting schedule

within seven-year period). Your vested right will be calculated on the

relevant anniversary of the Date of Grant or upon your Termination of

Employment, other than by reason of your Full Retirement, death,

Disability, or a Change in Control if earlier. No partial credit will

be given for partial years of employment.

4. Form of Payment. Vested Restricted Units will be redeemed solely for

Shares. Dividend Equivalents will always be paid in cash.

5. Deferral of Payment. If you would like to defer payment on the

Restricted Units, you may, in the calendar year prior to the date on

which the restrictions on the Restricted Units lapse or terminate, make

a request to the Committee in writing. You must submit a suggested

payment schedule with the request for deferral, and may specify whether

payment will continue to be deferred in the event of a Change in

Control prior to the scheduled payment date. The Committee may, in its

sole discretion, determine whether to permit deferral of payment in the

manner requested. If the Committee does not accept your proposed

payment schedule, then payment will be made as provided in paragraph 4.

6. Termination of Employment. Any Restricted Units that have not vested as

of your Termination of Employment, other than by reason of your Full

Retirement, death, Disability, or a Change in

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Control will immediately be forfeited, and your rights with respect to

these Restricted Units will end.

7. Retirement, Death or Disability. If your employment with the Company

terminates because of your Full Retirement, death or Disability, any

remaining restrictions on Restricted Units will lapse, and payment on

the Award will be made as soon as practicable. If you are deceased, the

Company will make a payment to your estate only after the Committee has

determined that the payee is the duly appointed executor or

administrator of your estate.

8. Change in Control. In the event of a Change in Control, any

restrictions on Restricted Units that have not lapsed or terminated as

of the date of Change in Control will immediately lapse. No later than

90 days after the date of Change in Control, you will receive for the

Restricted Units a single payment in cash equal to the product of the

number of outstanding Restricted Units as of the date of Change in

Control (including any Restricted Units whose restrictions have

terminated pursuant to this paragraph 8) and a multiplication factor,

as set forth in the Plan. Any Restricted Units on which you elected to

defer payment will also be paid in full as soon as practicable after

the effective date of the Change in Control, unless you made a contrary

election prior to the date of Change in Control. If you elected not to

have the Award immediately paid in full, then the Restricted Units will

continue to be deferred in accordance with paragraph 5.

9. Withholdings. The Company will have the right, prior to any issuance or

delivery of Shares on Restricted Units, to withhold or require from you

the amount necessary to satisfy applicable tax requirements, as

determined by the Committee.

10. Transfer of Award. You may not transfer any interest in Restricted

Units except by will or the laws of descent and distribution. Any other

attempt to dispose of your interest in Restricted Units will be null

and void.

11. Forfeiture of Awards.

(a) By accepting the Award, you expressly agree and acknowledge that

the forfeiture provisions of subparagraph (b) will apply if, from

the Date of Grant of these Restricted Units until the date that is

twenty-four (24) months after your Termination of Employment, for

any reason, you enter into an employment or consultation agreement

or arrangement (including any arrangement for service as an agent,

partner, stockholder, consultant, officer or director) with any

entity or person engaged in a business in which the Company or any

Affiliate is engaged if the business is competitive (in the sole

judgment of the Committee) with the Company or an Affiliate and the

Committee has not approved the arrangement in writing.

(b) If the Committee determines, in its sole judgment, that you have

engaged in an act that violates subparagraph (a) prior to the

24-month anniversary of your Termination of Employment, your

outstanding Restricted Units will immediately be rescinded, and you

will forfeit any rights you have with respect to these Restricted

Units as of the date of the Committee's determination. In addition,

you hereby agree and promise immediately to deliver to the Company,

Shares equal in value to the amount of any Restricted Units you

received payment for during the period beginning six (6) months

prior to your Termination of Employment and ending on the date of

the Committee's determination.

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12. Restrictions on Payment of Shares. Payment of Shares for your

Restricted Units is subject to the conditions that, to the extent

required at the time of exercise, (a) the Shares underlying the

Restricted Units will be duly listed, upon official notice of

redemption, upon the NYSE, and (b) a Registration Statement under the

Securities Act of 1933 with respect to the Shares will be effective.

The Company will not be required to deliver any Common Stock until all

applicable federal and state laws and regulations have been complied

with and all legal matters in connection with the issuance and delivery

of the Shares have been approved by counsel for the Company.

13. A